Common use of Dissolving Events Clause in Contracts

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the first to occur of the following: (a) the written consent of the Managing Member, (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) any other event which is specified in the Certificate or under applicable law as an event causing the dissolution of the Company of any event which under applicable law would cause the dissolution of the Company. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 5 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Warner Music Group Corp.), Limited Liability Company Agreement (Warner Music Group Corp.)

AutoNDA by SimpleDocs

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the first to occur happening of any of the following: following events: (a) the written consent of Board and the Managing MemberMembers shall vote or agree in writing to dissolve the Company pursuant to Section 5.1(b)(iv) or 4.4(f), as applicable; or (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) any other event which is specified in the Certificate or under applicable law as an event causing the dissolution of the Company of any event which under applicable law Applicable Law would cause the dissolution of the Company, provided that, unless required by law, the Company shall not be wound up as a result of any such event and the business of the Company shall be continued. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Global Decisions Group LLC), Limited Liability Company Agreement (Global Decisions Group LLC), Limited Liability Company Agreement (Global Decisions Group LLC)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the first to occur happening of any of the following: following events: (a) the written consent of Board makes a determination, subject to Section 5.1(a)(iii), to dissolve the Managing Member, Company; or (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) any other event which is specified in the Certificate or under applicable law as an event causing the dissolution of the Company of any event which under applicable law would cause the dissolution of the Company; provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Colorado Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (DMC Global Inc.), Limited Liability Company Agreement (DMC Global Inc.)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the first to occur happening of any of the following: following events: (a) the written consent of Members shall vote or agree in writing to dissolve the Managing Member, Company pursuant to the required votes set forth in Section 3.3(d); or (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) any other event which is specified in the Certificate or under applicable law as an event causing the dissolution of the Company of any event which that under applicable law would cause the dissolution of the Company, provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Dresser-Rand Group Inc.), Limited Liability Company Agreement (Dresser-Rand Group Inc.)

Dissolving Events. The Company shall be dissolved Liquidated and its affairs wound up in the manner hereinafter provided upon the first to occur happening of any of the following: following events: (a) the written consent determination of the Managing Member, Board of Managers by Unanimous Board Consent to Liquidate the Company; or (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) any other event which is specified in the Certificate or under applicable law as an event causing the dissolution of the Company of any event which under applicable law would cause the dissolution Liquidation of the Company, provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution Liquidation of the Company. In such event, the remaining Member(s) shall may continue the business of the Company without dissolutionLiquidation.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Verisign Inc/Ca)

AutoNDA by SimpleDocs

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the first to occur of any of the following: following events: (a) the written consent Board and a Majority in Interest of the Managing Member, Members shall vote or agree in writing to dissolve the Company; (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) any other event which is specified in the Certificate or under applicable law as an event causing the dissolution of the Company of any event which under applicable law would cause the dissolution of the Company, provided that, unless required by applicable law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 1 contract

Samples: Limited Liability Company Agreement (South Texas Supply Company, Inc.)

Dissolving Events. The Company shall be dissolved and its affairs wound up in the manner hereinafter provided upon the first to occur happening of any of the following: following events: (a) the written consent of Members vote or agree in writing to dissolve the Managing Member, Company; (b) the sale or other disposition of all or substantially all of the Company’s assets or (c) any other event which is specified in the Certificate or under applicable law as an event causing the dissolution of the Company of any event which under applicable law would cause the dissolution of the Company; provided, that unless required by law, the Company shall not be wound up as a result of any such event and the business of the Company shall continue. Notwithstanding the foregoing, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company under the Delaware Act shall not, in and of itself, cause the dissolution of the Company. In such event, the remaining Member(s) shall continue the business of the Company without dissolution.

Appears in 1 contract

Samples: Merger Agreement (Third Coast Midstream, LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!